Tender Offer Memorandum Template for Indonesia

The Tender Offer Memorandum is a crucial document in Indonesian corporate transactions, required when an entity seeks to acquire shares of a public company through a tender offer process. It is governed by OJK Regulation No. 54/POJK.04/2015 and related capital market regulations. The document must contain comprehensive information about the tender offer, including detailed terms, conditions, pricing methodology, and relevant corporate disclosures. It is essential for ensuring transparency and protecting shareholder interests in accordance with Indonesian law. The memorandum serves as the primary reference for shareholders, regulators, and market participants throughout the tender offer process, and must be prepared with careful attention to regulatory requirements and market practices in Indonesia.

1. Important Notices and Disclaimers: Legal disclaimers, regulatory statements, and key warnings to investors

2. Summary of the Tender Offer: Key terms and highlights of the offer including price, timeline, and major conditions

3. Terms and Conditions of the Tender Offer: Detailed terms including offer price, conditions precedent, acceptance procedures, and settlement terms

4. Background and Purpose: Information about the bidder, target company, and strategic rationale for the tender offer

5. Information About the Bidder: Detailed information about the bidding company including corporate profile, financial information, and management

6. Information About the Target Company: Comprehensive information about the target company including business operations, financial position, and market position

7. Offer Price and Valuation: Detailed explanation of the offer price, valuation methodology, and fairness opinion

8. Source and Structure of Funds: Information about funding arrangements for the tender offer

9. Acceptance and Settlement Procedures: Detailed procedures for accepting the offer and settlement mechanics

10. Tax Considerations: Overview of relevant Indonesian tax implications for the tender offer

11. Regulatory Approvals: Required regulatory approvals and compliance statements

12. Timeline: Detailed schedule of key dates and deadlines for the tender offer

13. Risk Factors: Discussion of material risks related to the tender offer